Michael Bay is not a man who accepts limits. Your conventional ideas about narrative, logic, storytelling and mise-en-scne mean nothing to him.

Captain Fireball wakes up every morning, brushes his teeth with Napalm and thinks about how to squeeze more cranium-shaking shots into his film. Does he have enough slow motion footage of men walking away from smoldering ruins? Does the soundtrack need more Goo Goo Dolls and less Linkin Park? Is the cleavage to chin stubble ratio just right?

You can go ahead and complain about the state of American cinema or about the $300-400 million spent telling the continuing story of Hasbro's robot toys.

John Malkovich, left, and Shia LaBeouf in a scene from Transformers: Dark of the Moon. (Paramount Pictures/Associated Press)

While you're doing that, Bay has sent his ninja squad of casting agents into the hills to sign up Hollywood best and brightest. John Malkovich as the ultimate anal-retentive boss and closet robot fanboy? Why not? Frances "hold my Oscar" McDormandas the U.S National Intelligence Director? Sure, slide some blocky glasses on her and call it a day.

No surprise then that Bay begins Transformers: Dark of the Moon in massive, mega style. First off, he delivers some early Autobot history from the planet Cybertron, which looks like the Death Star with a tune-up. Then, we jump to the '60s. In a brazen distortion of history, Bay rewrites the space race, inserting a UFO crash onto the dark side of the moon. Still not a believer? He throws in some suitably grainy footage of JFK, a little bit of Walter Cronkite and then -- as your head's still spinning -- brings on the real Buzz Aldrin.

By this point in his career, we've grown accustomed to Bay the popcorn action-lover with his near fetishistic fawning over the military. But the big surprise in the third Transformers installment is the appearance of his lighter side. Until its incomprehensible last hour, T3 is one of the funniest blockbusters in recent memory.

At his best, Bay is like Frank Capra on crack: the screen is littered with minor characters and throwaway jokes zing by with Zucker-like speed. Ken Jeong shows up to out-crazy Malkovich. Former Firefly pilot Alan Tudyk appears as a mincing assistant to ex-secret agent Simmons (John Turturro). None of these are what you'd call restrained performances, but in a story already amped to 11, we left subtlety behind a loooong time ago.

Now, for a bit of the story: our returning hero Sam Witwicky (Shia LaBeouf ) is frustrated -- he may have saved the world, but still can't get a decent job. Luckily, he managed to score an improbably hot girlfriend. I forget her name but let's call her Legs, since that's the way Bay introduces her -- with a craning camera shot that starts at the feet and ends at her panty-clad posterior.

To add to Sam's self-confidence problems, Legs (played by Megan Fox replacement Rosie Huntington-Whiteley ) has McDreamy Dempsey as her handsome boss. Oh, and those pesky Decepticons are back - lead by Megatron in a fashionable scarf -- and attempting to recreate their home planet of Cybertron on Earth by activating some secret pillars. Meanwhile Autobot leader Optimus Prime recovers Pappy Prime Sentinel Prime from the moon.

Shia LaBeouf and Rosie Huntington-Whiteley face danger in Transformers: Dark of the Moon. (Paramount Pictures/Associated Press)

Until the last 60 minutes, T3 is as amusing as it is audacious. Bay has constructed a towering edifice of cinematic cheese, the ultimate in guilty pleasures. The soundtrack soars as the heroic Autobots are exiled for the good of planet Earth. With guitars wailing, sun setting, a single tear rolls down Labeouf's cheek as he bids his bodyguard robot/Camero Bumblebee goodbye. Bay shoots every scene with such grandeur, such enormity, it's like a trailer that never ends.

Still, in the end, Bay's bigger-is-better philosophy gets the best of him during an epic, final battle scene that lasts 45 mind-numbing minutes. With the Autobots sent away, the evil Decepticons bring a robot apocalypse to Chicago. The streets are lined with ruined buildings and dust-covered cars, bringing to mind post-9/11 Manhattan. Geigeresque giant jellyfish drones hover in the sky, while Decepticon shock troops vaporize stragglers.

Now, I enjoy movie mayhem as much as the next guy, but with a budget in the bazillions, couldn't Bay have sprung for some paint? One gunmetal grey robot versus another makes for a confusing cinematic experience. The cyber-sumo matches become nothing more than shiny metallic blurs, only broken when one robot loses its head and splashes red lubricant across the screen (Ah-ha! That's what the 3D was for).

I'm sure there are Cybertronian scholars who will follow the plotline with ease. For those of us who have trouble telling Soundwave from Shockwave, there are a few head-scratching moments -- such as when Optimus Prime (he of the glowing sword and axe) gets trapped by rope. Yup, the one weapon that renders this highly evolved, technologically advanced being totally immobile? Steel cables. Really.

But it's a trap to apply logic to Bay's realm of BOOM and BANG. Transformers: Dark of the Moon is a fun, silly mess designed to be consumed and forgotten. It is the cotton candy of cinema: tasty and tacky, but difficult to resist.

RATING: Equal parts comedy and chaos, Transfomers: Dark of the Moon rates three-and-a-half fireballs out of five.

Correction: In a previous version of this review, the Transformer Bumblebee was incorrectly described as a Mustang. The writer has been sent back for extra Transformer training.

Filmmaker Michael Bay at the Paramount Theatre in Los Angeles. (Chris Pizzello/Associated Press)